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EVERCEL Announces Additional Liquidating Distribution and Implementation of Liquidating Trust

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Evercel, Inc. announces implementation of Plan of Liquidation and Dissolution, with an additional cash distribution to stockholders and transfer of primary asset to a liquidating trust. Record date set for immediate distribution of approximately $7.5 million. Future distributions dependent on sale of indirect interest in ZAGG valued at $25.4 million. Company to cease operations after paying down liabilities.
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NEW YORK, Feb. 20, 2024 (GLOBE NEWSWIRE) -- Evercel, Inc. [OTC EXPERT MARKET: EVRC]

Evercel, Inc. (the “Company”) announced today that it would continue to implement its Plan of Liquidation and Dissolution by making an additional cash liquidating distribution to the Company’s stockholders and transferring its primary asset – an indirect interest in ZAGG – to a liquidating trust (the “Trust”) for future additional liquidating distributions to the stockholders.

The Company set a record date of February 20, 2024 for the immediate additional liquidating distribution and anticipates an effective payment date of February 23, 2024 for such distribution, which distribution will be in the amount of approximately $7,500,000 (approximately $0.28 per share of common stock).  

The Company anticipates completing the Trust’s formation this month and transferring its sole non-cash asset, an indirect interest in ZAGG, to such trust. Once implemented, the Trust would issue each stockholder a beneficial interest proportionate to its interest in the Company. This beneficial interest would generally not be transferable (with limited intestacy exceptions).  

Such transfer would be treated as a distribution to the Company’s stockholders for tax purposes. However, a liquidating distribution from the Trust with respect to this asset will not be made to the Trust’s beneficial interest holders unless and until ZAGG is sold. The Company cannot predict the timing of such sale at this time.

The Company values its indirect interest in ZAGG at approximately $25,423,537 (approximately $0.93 per share).

Following the abovementioned additional liquidating distribution and transfer of its indirect interest in ZAGG, the Company’s primary asset will be cash in the amount of approximately $3.3 million. The sole purpose of this cash is to pay down the Company’s liabilities, after which point the Company will cease any and all operations.

Stockholders of the Company should work with their individual tax advisors to determine the most appropriate filing approach for additional liquidating distributions from the Company or the Trust.

Cautionary Statement Regarding Forward-Looking Information:

This press release includes “forward-looking statements” within the meaning the federal securities laws. All statements other than statements of historical facts contained in this press release are forward-looking statements. Forward-looking statements are generally delivered in the future tense and/or are preceded by words such as “may,” “will,” “should,” “forecast,” “projected,” “could,” “expect,” “suggest,” “believe,” “estimate,” “anticipate,” “intend,” “plan,” or similar words, or the negatives of such terms or other variations on such terms or comparable terminology. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions. The Company cautions readers not to place undue reliance on forward-looking statements.

Contact: Richard Janney, Chief Financial Officer, rjanney@evercel.com


FAQ

What is Evercel, Inc.'s ticker symbol?

Evercel, Inc.'s ticker symbol is EVRC.

What is the record date set for the immediate additional liquidating distribution?

The record date for the immediate distribution is February 20, 2024.

What is the amount of the immediate additional liquidating distribution per share of common stock?

The distribution will be approximately $0.28 per share.

What is the value of the indirect interest in ZAGG held by Evercel, Inc.?

The indirect interest in ZAGG is valued at approximately $25.4 million.

What will be Evercel, Inc.'s primary asset after the transfer of the indirect interest in ZAGG?

The primary asset will be cash in the amount of approximately $3.3 million.

What is the purpose of the cash held by Evercel, Inc. after paying down liabilities?

The cash is solely to pay down the Company's liabilities before ceasing operations.

EVERCEL INC

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